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                                                                     EXHIBIT 4.7

                      FOURTH AMENDMENT TO CREDIT AGREEMENT


         This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of May 9, 2001 among GERBER CHILDRENSWEAR, INC., a Delaware corporation
("Gerber") and AUBURN HOSIERY MILLS, INC., a Kentucky corporation ("Auburn",
collectively with Gerber, the "Borrowers"); the Subsidiaries of Gerber (other
than Auburn) as Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A.,
formerly NationsBank, N.A., as Administrative Agent for the Lenders (the
"Administrative Agent"). Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Credit Agreement (as defined below).

                                    RECITALS

         WHEREAS, the Borrowers, the Guarantors, the Lenders and the
Administrative Agent entered into that certain Credit Agreement, dated as of
December 17, 1997 (as amended by that certain First Amendment to Credit
Agreement and Consent, Release and Waiver, dated as of April 3, 1998, that
certain Second Amendment to Credit Agreement and Consent, Release and Waiver,
dated as of June 2, 1998, and that certain Third Amendment to Credit Agreement,
Waiver and Consent, dated as of August 24, 1999, the "Credit Agreement").

         WHEREAS, the Borrowers and the Guarantors have requested that the
Required Lenders agree to amend certain provisions of the Credit Agreement.

         WHEREAS, the Required Lenders have agreed to do so, as more fully set
forth below but only upon the terms and conditions set forth herein.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


                                    AGREEMENT

1.       Amendments to Credit Agreement.

         (a) Amendment to Section 1.1. The definition of "Permitted Investments"
set forth in Section 1.1 of the Credit Agreement is hereby amended by restating
subclause (i) in its entirety to read as follows:

         (i) Investments by Gerber Childrenswear, Inc. in capital stock of
         Gerber Childrenswear, Inc. resulting from the repurchase of such stock
         from employees who voluntarily or involuntarily terminate their
         employment from Gerber Childrenswear, Inc and its Subsidiaries not to
         exceed $1,000,000 (net of any proceeds from the reissuance of any such
         shares to other employees of Gerber Childrenswear, Inc), in the
         aggregate, during the term of this Credit Agreement;

         (b) Amendment to Section 8.1(e). Section 8.1(e) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

                  (e) purchase money Indebtedness (including Capital Leases) to
         finance the purchase of fixed assets (including equipment); provided
         that (i) the total of all such Indebtedness for all such Persons taken
         together shall not exceed an aggregate principal amount of $2,000,000
         at any one time outstanding (in addition to any such Indebtedness
         referred to in subsection (b) above); (ii) such Indebtedness when
         incurred shall not exceed the purchase price of the asset(s) financed;
         and (iii) no such Indebtedness shall be refinanced for a principal
         amount in excess of the principal balance outstanding thereon at the
         time of such refinancing;

2.       Effectiveness; Conditions Precedent. This Amendment shall be deemed to
have become effective as of April 1, 2001 upon receipt by the Administrative
Agent of the following:


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                  (a) copies of this Amendment duly executed by the Credit
         Parties and the Lenders;

                  (b) the payment to the Administrative Agent, for the account
         of each Lender approving this Amendment on or prior to May 9, 2001, an
         amendment fee equal to $1,500 per such Lender; and

                  (c) the payment of expenses, including without limitation
         reasonable attorneys fees, incurred in connection with the preparation
         of this Amendment.

3.       Ratification of Credit Agreement. The term "Credit Agreement" as used
in each of the Credit Documents shall hereafter mean the Credit Agreement as
amended and modified by this Amendment. Except as herein specifically agreed,
the Credit Agreement, as amended by this Amendment, is hereby ratified and
confirmed and shall remain in full force and effect according to its terms. The
Credit Parties acknowledge and consent to the modifications set forth herein and
agree that this Amendment does not impair, reduce or limit any of their
obligations under the Credit Documents and that, after the date hereof, this
Amendment shall constitute a Credit Document. Notwithstanding anything herein to
the contrary and without limiting the foregoing, (a) each of the Credit Parties
reaffirms the liens and security interests granted under the terms of the Credit
Documents and (b) each of the Guarantors reaffirm their guaranty obligations set
forth in the Credit Agreement.

4.       Authority/Enforceability. Each of the Credit Parties represents and
warrants as follows:

                  (a) It has taken all necessary action to authorize the
         execution, delivery and performance of this Amendment.

                  (b) This Amendment has been duly executed and delivered by
         such Person and constitutes such Person's legal, valid and binding
         obligations, enforceable in accordance with its terms, except as such
         enforceability may be subject to (i) bankruptcy, insolvency,
         reorganization, fraudulent conveyance or transfer, moratorium or
         similar laws affecting creditors' rights generally and (ii) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding at law or in equity).

                  (c) No consent, approval, authorization or order of, or
         filing, registration or qualification with, any court or governmental
         authority or third party is required in connection with the execution,
         delivery or performance by such Person of this Amendment.

                  (d) The execution and delivery of this Amendment does not (i)
         violate, contravene or conflict with any provision of its, or its
         Subsidiaries' organizational documents or (ii) materially violate,
         contravene or conflict with any Requirement of Law or any other law,
         regulation (including, without limitation, Regulation U or Regulation
         X), order, writ, judgment, injunction, decree or permit applicable to
         it or any of its Subsidiaries.

5.       No Default. The Credit Parties represent and warrant to the Lenders
that (a) the representations and warranties of the Credit Parties set forth in
Section 6 of the Credit Agreement are true and correct as of the date hereof and
(b) no event has occurred and is continuing which constitutes a Default or an
Event of Default.

6.       Release. In consideration of entering into this Amendment, each of the
Credit Parties releases the Agents, the Lenders, and each Agent's and each of
the Lender's respective Affiliates, Subsidiaries, officers, employees,
representatives, agents, counsel and directors from any and all actions, causes
of action, claims, demands, damages and liabilities of whatever kind or nature,
in law or in equity, now known or unknown, suspected or unsuspected to the
extent that any of the foregoing arises from any action or failure to act on or
prior to the date hereof.

7.       Counterparts/Telecopy. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument. Delivery of
executed counterparts of this Amendment by telecopy shall be effective as an
original and shall constitute a representation that an original shall be
delivered.



                                       2
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8.       GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.





                                       3
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         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered and this Amendment shall be
effective as of the date first above written.

BORROWERS:
                                         GERBER CHILDRENSWEAR, INC., a Delaware
                                         corporation

                                         By: /s/ Richard L. Solar
                                            ------------------------------------
                                         Name: Richard L. Solar
                                              ----------------------------------
                                         Title: Senior VP
                                               ---------------------------------


                                         AUBURN HOSIERY MILLS, INC.,
                                         a Kentucky corporation

                                         By: /s/ Richard L. Solar
                                            ------------------------------------
                                         Name: Richard L. Solar
                                              ----------------------------------
                                         Title: Senior VP
                                               ---------------------------------





                              [Signatures continue]


                                              Signature Page to Fourth Amendment
                                                             to Credit Agreement
                                                      Gerber Childrenswear, Inc.


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GUARANTORS:
                                            COSTURA DOMINICANA, INC.,
                                            a Delaware corporation

                                            By: /s/ Richard L. Solar
                                               --------------------------------
                                            Name: Richard L. Solar
                                                 ------------------------------
                                            Title: Senior VP
                                                  -----------------------------


                                            GCW HOLDINGS, INC.
                                            (formerly Auburn Holdings, Inc.),
                                            a Delaware corporation

                                            By: /s/ Richard L. Solar
                                               --------------------------------
                                            Name: Richard L. Solar
                                                 ------------------------------
                                            Title: Senior VP
                                                  -----------------------------


                                            GCI IP SUB, INC.,
                                            a Delaware corporation

                                            By: /s/ Richard L. Solar
                                               --------------------------------
                                            Name: Richard L. Solar
                                                 ------------------------------
                                            Title: Senior VP
                                                  -----------------------------


                                            GERBER CHILDRENSWEAR CANADA, INC.,
                                            a Delaware corporation

                                            By: /s/ Richard L. Solar
                                               --------------------------------
                                            Name: Richard L. Solar
                                                 ------------------------------
                                            Title: Senior VP
                                                  -----------------------------


                                              Signature Page to Fourth Amendment
                                                             to Credit Agreement
                                                      Gerber Childrenswear, Inc.


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LENDERS:

                BANK OF AMERICA, N.A., formerly NationsBank, N.A.,
                acting in its capacity as Administrative Agent and
                Collateral Agent and individually as a Lender

                By: /s/ David H. Dinkins
                   --------------------------------------------------
                Name: David H. Dinkins
                     ------------------------------------------------
                Title: Principal
                      -----------------------------------------------


                BANK OF AMERICA, N.A., formerly NationsBank of Tennessee, N.A.,
                solely in its capacity as an Issuing Lender in connection with
                certain Existing Letters of Credit

                By: /s/ David H. Dinkins
                   --------------------------------------------------
                Name: David H. Dinkins
                     ------------------------------------------------
                Title: Principal
                      -----------------------------------------------



                                              Signature Page to Fourth Amendment
                                                             to Credit Agreement
                                                      Gerber Childrenswear, Inc.



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                                            THE CHASE MANHATTAN BANK


                                            By: /s/ Paul O'Neal
                                               ---------------------------------
                                            Name: Paul O'Neal
                                                 -------------------------------
                                            Title: Vice President
                                                  ------------------------------


                                              Signature Page to Fourth Amendment
                                                             to Credit Agreement
                                                      Gerber Childrenswear, Inc.


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                                            FLEET NATIONAL BANK as Successor to
                                            FLEET BANK, N.A.


                                            By: /s/ Joseph J. Nastri
                                               ---------------------------------
                                            Name: Joseph J. Nastri
                                                 -------------------------------
                                            Title: Vice President
                                                  ------------------------------

                                              Signature Page to Fourth Amendment
                                                             to Credit Agreement
                                                      Gerber Childrenswear, Inc.



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                                            SUNTRUST BANK, ATLANTA


                                            By: /s/ Laura Kahn
                                               ---------------------------------
                                            Name: Laura Kahn
                                                 -------------------------------
                                            Title: Director, Senior Relationship
                                                   Manager
                                                  ------------------------------


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                              Signature Page to Fourth Amendment
                                                             to Credit Agreement
                                                      Gerber Childrenswear, Inc.


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                                            WACHOVIA BANK, N.A.


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                              Signature Page to Fourth Amendment
                                                             to Credit Agreement
                                                      Gerber Childrenswear, Inc.


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                                            FLEET NATIONAL BANK as Successor to
                                            BANK BOSTON, N.A.


                                            By: /s/ Daniel Greene
                                               --------------------------------
                                            Name: Daniel Greene
                                                 ------------------------------
                                            Title: Senior Vice President
                                                  -----------------------------



                                              Signature Page to Fourth Amendment
                                                             to Credit Agreement
                                                      Gerber Childrenswear, Inc.